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§ 2415. When change to take effect. If the order shall be fully complied with, and within forty days after the making of the order, an affidavit of the publication thereof shall be filed and recorded in the office in which the order is entered, and in each office in which certified copies thereof are required to be filed, if any, the petitioner shall, on and after the day specified for that purpose in the order, be known by the name which is thereby authorized to be assumed, and by no other name. No proceedings heretofore had under sections two thousand four hundred and fourteen and two thousand four hundred and fifteen of the Code of Civil Procedure for the change of the name of a corporation, shall be invalid by reason of the non-tiling of an affidavit of the publication of the order changing such name within twenty days from the date thereof. [Amd by Ch. 264 of 1894. Took effect April 4, 1894.]
§ 2416. Substitution of new name in pending action or proceeding.--An action or special proceeding, civil or criminal, commenced by or against a person whose name is so changed shall not abate, nor shall any relief, recovery or other proceeding therein be prevented, impeded or impaired in consequence of such change of name. The plaintiff in the action or the party instituting the special proceeding, or the people, as the case requires, may, at any time, obtain an order amending any of the papers or proceedings therein, by the substitution of the new name, without costs and without prejudice to the action or proceeding. [Am'd by Ch. 366 of 1893.]
$ 2417. Reports by clerks to state officers.— The clerk of each county and of each court, shall annually, in the month of December, report to the secretary of state all changes of names of individuals or of corporations, which have been made in pursuance of orders filed in their respective offices during the past year and since the last previous report, and also report in like manner to the superintendent of banks all changes of the names of banking corporations, and to the superintendent of insurance all changes of names o corporations authorized to make insurances. The secretary of state must cause to be published in the next volume of the session laws a tabular statement showing the original name of each person and corporation and the name which he or it has been authorized to assume. [1m'd by Ch. 366 of 1893.)
$ 2418. Repealed by chapter 946 of 1895. [To take effect January 1, 1896.]
$ 12. Consolidation of incorporated churches.— Two or more incorporated churches may enter into an agreement under their respective corporate seals for the consolidation of such corporations, setting forth the name of the proposed new corporation, the denomination, if any, to which it is to belong, and if the churches of such denomination have more than one method of choosing trustees, by which of such methods the trustees are to be chosen, the number thereof, the names of the persons to be the first trustees of the new corporation, and the date of its annual corporate meetings. Such agreement shall not be valid unless approved by the governing body of the denomination, if any, to which each church belongs, having jurisdiction over such church, Each corporation shall make a separate petition to the supreme court for an order consolidating the corporations, setting forth the denomination, if any, to which the church belongs, that the consent to the consolidation of the governing body, if any, of that denomination has been obtained, the agreement therefor and a statement of all the property and liabilities and the amount and sources of the annual income of such petitioning corporations. The court may direct that notice of the hearing of such petition be given to parties interested therein in such manner and for such time as it may prescribe. After hearing all parties interested, present and desiring to be heard, the court may make an order for the consolidation of the corporations on the terms of such agreement and such other terms and conditions as it may prescribe, specifying the name of such corporation and the first trustees thereof, and the
which their successors shall be chosen. When such order is made and duly entered, the persons theretofore constituting such corporations shall become an incorporated church by the name designated in the order, and the trustees therein named shall be the first trustees thereof, and
the future trustees thereof shall be chosen by the method therein desig. nated. All the rights and powers which belonged to each of the corporations so consolidated shall be vested in such new corporation, which shall be liable for all debts and liabilities of the former corporations. A copy of such order shall be recorded in
the book for recording certificates of incorporation in each county clerk's office in which the certificate of incorporation of each consolidating church was recorded; or if no such certificate was so recorded, then in the clerk's office of the county in which the principal place of worship or principal office of the new corporation is, or is intended to be situated. [See form, No. 6.
L. 1871, ch. 37; R. S., 8th ed., 1902.
The only material change is in allowing the new church to be of a different denomination from either of the old ones. The provision that the governing body of the denomination to which each church belongs must consent to the consolidation is suficient guard against any evil resulting from the change.
Chapter 176 of the Laws of 1876, only authorizes the consolidation of corporations having a denominational character, and does not authorize a consolidation of the free church of an undenominational character with a denominational church. Stokes v. Phelps Mission, 47 Hun, 570. This would probably be the practical effect of $ 12, as the consent of the governing bodies of the denominations to which the consolidating churches belong is required; although the first sentence in referring to new corporation as “the denomination, if any " to which it is to belong might seem to imply the consolidation of an undenominational church with a denominational one.
The statutes authorizing consolidation of existing religious corpurations, chapter 209 of the Laws of 1875, and chapter 176 of the Laws of 1876, were designed to enable existing religious corporations organized in good faith to consolidate when it is apparent that the interests of each can be advanced by the union. Matter of M. E. Society v. Perry, 51 Hun, 104.
A religious corporation can not be organized for the sole purpose of consolidating it with another, with the design of acquiring the property of such church corporation and applying it to the maintenance of a church with a different polity and a different faith. Id.
When the majority of the trustees of one corporation are also the trustees of another, such boards of trustees can not contract for the consolidation of the corporations. Id.
The court is vested with a discretionary power as to whether consolidation is desirable. Id.
An injunction will not lie to restrain the Protestant Episcopal churches from effecting a consolidation in accordance with an agreement made between them. Maclaury v. Hart, 121 N. Y. 636; reversing s. C. (Court of Common Pleas).]
§ 13. Judicial investigation of amount of property of religious corporations. The supreme court at a special term, held in the judicial district in which the principal place of worship or of holding corporate meetings of a religious corporation is situated, may require such corporation to make and file an inventory of its property, verified by its trustees or a majority of them, on the written application of the attorney-general, stating that, from his knowledge, or on information and belief, the value of the property held by such corporation exceeds the amount authorized by law. On presentation of such application, the court shall order that a notice of at least eight days, together with a copy of the application, be served upon the trustees of the corporation, requiring them to show cause at a time and place therein specified why they should not make and file such inventory and account. If, on the hearing of such application, no good cause is shown to the contrary, the court may make an order requiring such inventory or account to be filed, and may also proceed to take and state the amount of property held by the corporation, and may appoint a referee for that purpose; and when such account is taken and stated, after hearing all the parties appearing on the apnlication, the court may enter an order determining the amount of property so held by the corporation and its annual income, from which order an appeal may be taken by any party aggrieved as from a judgment of the supreme court in an action tried therein before a court without a jury. No corporation shall be required to make and file more than one inventory and account in any one year, or to make a second account and inventory while proceedings are pending for the statement of an account under this section.
[See form, No. 7.
L. 1813, ch. 60, $$ 10, 15; R. S., 8th ed., 1887-8.
Pursuant to this section of the revision, the annual inventory is only required to be filed, where sworn statement is made on knowledge, or Information and belief, that the property of the corporation exceeds the
amount authorized by law. The present law which is practically obsolete requires triennial filing of inventory, with provisions that failure to file shall be ground for dissolution.
A court of equity has no visitorial jurisdiction over religious corporations formed under the third section of the act of 1813. Robertson v. Bullions, 11 N. Y. 543; Kniskern v. Lutheran Churches, 1 Sand. Ch. 439.)
$ 14. Corporations with governing authority over churches.An unincorporated diocesan convention, presbytery, classis, synod, annual conference, or other ecclesiastical governing body having jurisdiction over several churches, may at a stated meeting thereof, determine to become incorporated by a designated name, and may by
by a plurality vote, eleot not less than three
than nine persons to be the first trustees of such corporation. The presiding officer and clerk of such governing body shall execute and acknowledge a certificate stating that such proceedings were duly taken as herein provided, the name by which such corporation is to be known, and the names of such first trustees. On filing such certificate the members of such governing body and their successors shall be a corporation by the name stated in the certificate, and the persons named as trustees therein shall be the first trustees thereof.
The trustees of every incorporated governing body and their successors shall hold their offices during the pleasure of such body, which may remove them and fill vacancies in accordance with its rules and regulations. Such corporation may take, administer and dispose of property for the benefit of such governiug body, or of any parish, congregation, society, church, mission, religious, benevolent, charitable or educational institution existing or acting under it.
[See form, No. 8.
L. 1875, ch, 381, 88 1, 2, 4; R. S., 8th ed., 1905.
Without change of substance, except that the members of the governing body instead of the trustees only are constituted the corporation